Seated at a piano in a dark room in Dublin, Ireland, Elvis Costello bowed

his head over his knees in thought, his fingers groping for the white and

black keys as he searched for just the right sound.

Thousands of miles from his songwriting partner in the U.S., the legendary

pop-songsmith Burt Bacharach, Costello said he

worked hard to set the right atmosphere as he searched for the melodies

that would lend themselves to the unlikely songwriting team's first

full-length collaboration, Painted From Memory.

Somewhere in that gloomy Dublin room, Costello said he found them.

"I really was just looking for changes that interested me, remembering them

or running a tape recorder and just improvising until something interesting

developed," Costello said of his role on the LP, which hit stores Tuesday.

The two were encouraged to record a full-length album together after their

pairing on the sweeping ballad

HREF="http://www.addict.com/music/Costello,_Elvis/God_Give_Me_Strength.ram">"God

Give Me Strength" (RealAudio excerpt), written for the Allison

Anders film "Grace of My Heart," earned a Grammy nomination. Pop-songsmith

Costello and '60s-pop icon Bacharach wrote separately some of the time,

then they swapped ideas in sessions that led to the solidifying of songs

such as

HREF="http://www.addict.com/music/Costello,_Elvis/Toledo.ram">"Toledo"

(RealAudio excerpt), a somber sketch of a man caught in an affair.

"[Bacharach] had come up with this bridge in the song 'Toledo,' and he

said, 'I've got this idea that, before we go to the trumpet solo again, we

should have the background voices come in and make a comment,' sort-of

admonish this guy who was trying to bring himself to confess his

infidelity," Costello said.

"I said, 'Hang on a second, there's something coming to me,' and I sang,

'Do you hear her voice/ how could you do that,' and

HREF="http://www.addict.com/interview/Costello,_Elvis/mono-On_Song_Writing-2

8.ram">those words fit exactly [interview excerpt] on the notes

he'd given me. And I could see he was exactly as surprised as I had been

when he had written that passage of music," he continued.

The duo developed a budding mutual-admiration society when they did come

together to work on the 12 brooding songs that make up Painted From

Memory, a series of collaborations Costello described as a process that

was sometimes breathtaking. Costello contributed words and music, while

Bacharach focused on developing the melodies.

"We found ourselves going toward the music you hear. A lot of minor-key

tonality, which obviously gives it an ominous sound sometimes," Costello

said. "I witnessed him composing a passage of music one day while we were

stuck in the middle of the song 'I Still Have That Other Girl' ... and I

actually watched him write it and it took my breath away because he got

lost in it, suddenly he wasn't even there, it was just happening."

As someone who worked with Costello on five previous recordings, Kevin

Killen, who mixed and recorded the LP, was struck by the energy that came

from the interaction between Bacharach and his new-wave-born pop

counterpart, Costello.

"It was an interesting dynamic," Killen said. "They were very respectful of

each other and worked really well together. No one person dominated. Burt

has an uncanny sense of harmonic content and melodic structure."

Recorded at Ocean Way Studios in Los Angeles, Painted From Memory

features Bacharach directing a 24-piece orchestra, which will accompany the

two songwriters on their upcoming mini-tour. The tour begins Oct. 13 at

Radio City Music Hall in New York.

The two songwriters hail from different backgrounds. Bacharach found pop

success in his collaborations with Hal David on songs sung by R&B diva

Dionne Warwick, such as "Do You Know the Way to San Jose" and "Walk On By."

He has won three Academy Awards -- for the songs "Raindrops Keep Fallin'

On My Head" and "Arthur's Theme (Best That You Can Do)" and for best score

(the soundtrack to "Butch Cassidy & the Sundance Kid").

Costello, meanwhile, is known primarily for his melody-driven guitar-pop,

which has filled such albums as his 1977 debut, My Aim Is True, and

launched such pop hits such as "Veronica" and "Everyday I Write the Book."

While both Costello and Bacharach have collaborated with other songwriters

before -- Costello with former Beatle Paul McCartney and Bacharach with

David -- this teaming takes on added significance, given that Bacharach's

most famous work is known for having an almost syrupy-pop quality and that

Costello's early work -- on albums such as 1978's This Year's Model

-- bristled with a raw, rock feel, a sound that paved the way for many

artists in the '80s and '90s.

The new LP blends the two backgrounds seamlessly, in part because Costello

wrote on Bacharach's instrument of choice -- the piano -- instead of guitar.

Acknowledging that there are no uptempo songs on the record, Costello

pointed out that joining forces with Bacharach allowed him to pursue more

subtle aspects of music, outside the reaches of edgy guitar-rock.

"Burt, he's much more adventurous harmonically. His use of rhythm is very

gentle, but out of that subtlety are these explosions of power that no rock

band could ever match," Costello said.

"No rock band could ever match the explosion of power in the middle of 'God

Give Me Strength,' " Costello continued. "You'd need two heavy-metal bands

to have an explosion like that."